<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
VITA FOOD PRODUCTS, INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
[VITA FOOD PRODUCTS, INC. LETTERHEAD]
VITA FOOD PRODUCTS, INC.
2222 WEST LAKE STREET
CHICAGO, ILLINOIS 60612
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Vita Food Products, Inc.
The Annual Meeting (the "MEETING") of Stockholders of Vita Food Products,
Inc., a Nevada corporation (the "COMPANY"), will be held on May 24, 1999 at 9:00
a.m., local time, at First National Bank Building, First National Plaza, 57th
Floor, Chicago, Illinois 60670 for the following purposes, as more fully
described in the accompanying Proxy Statement:
1. To elect seven (7) directors to serve until the next annual meeting of
stockholders or until later successors are elected and qualified.
2. To ratify the selection by the Board of Directors of BDO Seidman, LLP
as the Company's independent certified public accountants for 1999.
3. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
Stockholders of record of the Company's Common Stock at the close of
business on March 25, 1999, the record date fixed by the Board of Directors, are
entitled to notice of, and to vote at, the Meeting or any adjournment thereof,
also as more fully described in the Proxy Statement.
All stockholders are cordially invited to attend the Meeting. Those who
cannot are urged to sign, date and otherwise complete the enclosed proxy and
return in the envelope provided. Any stockholder giving a proxy has the right to
revoke it at any time before it is voted.
For the Board of Directors,
/s/ STEPHEN D. RUBIN
---------------------------
Stephen D. Rubin
Chairman of the Board
Chicago, Illinois
April 2, 1999
<PAGE> 3
VITA FOOD PRODUCTS, INC.
2222 WEST LAKE STREET
CHICAGO, ILLINOIS 60612
-------------------------
PROXY STATEMENT
-------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 24, 1999
The following information is provided in connection with the solicitation
of proxies for the Annual Meeting of Stockholders of Vita Food Products, Inc., a
Nevada corporation (the "COMPANY"), to be held on May 24, 1999, and any
adjournments thereof (the "MEETING"), for the purposes stated in the attached
Notice of Annual Meeting of Stockholders.
GENERAL INFORMATION
SOLICITATION OF PROXIES
A form of proxy is being furnished herewith by the Company to each
stockholder and, in each case, such proxy is solicited on behalf of the Board of
Directors of the Company for use at the Meeting. The entire cost of soliciting
these proxies will be borne by the Company. Solicitation will be made by mail,
and may also be made by telephone or facsimile by directors, officers and
regular employees of the Company, but these persons will not be separately
compensated for such solicitation services. The Company will reimburse brokerage
houses and other nominees for their expenses in forwarding proxy solicitation
material to beneficial owners of the Company's Common Stock.
AUTHORITY CONFERRED BY PROXIES
The shares represented by proxies duly executed and returned by
stockholders and received by the Company before the Meeting will be voted as
directed in the proxies. In the absence of specific direction, the shares
represented by proxies will be voted: (1) FOR the election of all nominee
directors specified herein; and (2) FOR the ratification of the selection of BDO
Seidman, LLP as independent certified public accountants. As to the other
matters, if any, to be voted upon at the Meeting, the persons designated as
proxies in the accompanying form of proxy will take such action as they, in
their discretion, may deem advisable. The persons named as proxies were selected
by the Board of Directors and are officers of the Company.
REVOCABILITY OF PROXIES
Execution of the enclosed proxy will not affect your right as a stockholder
to attend the Meeting and to vote in person. Any stockholder giving a proxy has
the right to revoke it at any time by: (i) a later dated proxy, duly executed
and delivered or presented at the Meeting; (ii) a written revocation sent to and
received by the Secretary of the Company prior to the Meeting; or (iii)
attendance at the Meeting and voting in person. Attendance at the Meeting will
not in and of itself constitute revocation of a proxy.
1
<PAGE> 4
VOTING SECURITIES AND RECORD DATE
The Company's voting securities consist of the class of Common Stock, par
value $0.01 per share (the "COMMON STOCK"), and one class of Preferred Stock,
par value $0.01 per share (the "PREFERRED STOCK"). The Company had 3,704,724
outstanding shares of Common Stock and no shares of Preferred Stock outstanding
as of the close of business on March 25, 1999 (the "RECORD DATE"). Only
stockholders of record on the books of the Company at the close of business on
the Record Date will be entitled to vote at the Meeting. Each share of Common
Stock is entitled to one vote. Representation at the Meeting by the holders of a
majority of the shares of Common Stock outstanding on the Record Date, either in
person or by proxy, will constitute a quorum.
Directors are elected by a plurality vote of shares present at the meeting.
In an uncontested election for directors, the plurality requirement is not a
factor. Other action is by an affirmative vote of the majority of the shares
present in person or by proxy at the Meeting. Votes for and against, abstentions
and "broker non-votes" will each be counted as present for purposes of
determining the presence of a quorum. To determine whether a specific proposal
has received sufficient votes to be passed, for shares deemed present, an
abstention and a broker non-vote will have the same effect as a vote "against"
the proposal except for director elections.
SECURITY OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT
The following table sets forth information as of March 24, 1999, with
respect to the beneficial ownership of the Company's outstanding shares of
Common Stock by each stockholder known by the Company to be the beneficial owner
of more than 5% of its Common Stock, each director, each executive officer named
in the Summary Compensation Table and all the directors and executive officers
of the Company as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
--------------------
NAME OF BENEFICIAL OWNER(1) NUMBER(2) PERCENT
--------------------------- --------- -------
<S> <C> <C>
Stephen D. Rubin............................................ 1,223,742 33.0%
Clark L. Feldman............................................ 625,803 16.9
Sam Gorenstein(3)........................................... 505,707 13.6
J.B.F. Enterprises(4)....................................... 477,783 12.9
James Rubin(5).............................................. 282,870 7.6
Jeffrey C. Rubenstein(6).................................... 100,239 2.7
Michael Horn(7)............................................. 6,000 *
Neal Jansen(8).............................................. 20,000 *
Steven A. Rothstein(9)...................................... 226,777 5.8
Jay H. Dembsky(10).......................................... 18,225 *
All directors and executive officers as a group (8
persons)(11).............................................. 2,726,493 68.7%
</TABLE>
* Less than 1% of the outstanding shares of Common Stock
(1) The address of each of the executive officers and directors, unless noted
otherwise in the footnotes, is c/o Vita Food Products, Inc., 2222 West Lake
Street, Chicago, Illinois 60612.
(2) Includes, when applicable, shares owned of record by such person's minor
children and spouse and by other related individuals and entities over
whose shares of Common Stock such person has custody, voting control, or
power of disposition.
(3) Includes 477,783 shares of Common Stock held by J.B.F. Enterprises, an
Illinois general partnership ("J.B.F."), which are also listed as being
beneficially owned by J.B.F. Mr. Sam Gorenstein and his brother, David
Gorenstein, are general partners of J.B.F. The address of Mr. Sam
Gorenstein is 6770 North Lincoln Avenue, Suite 200, Lincolnwood, Illinois
60046. Includes shares of Common Stock issuable
2
<PAGE> 5
upon exercise of options to purchase 4,000 shares of Common Stock which are
exercisable within 60 days.
(4) Mr. Sam Gorenstein, a director of the Company, and Mr. David Gorenstein,
the brother of Mr. Sam Gorenstein, are partners of J.B.F. The address of
J.B.F. is 6770 North Lincoln Avenue, Suite 200, Lincolnwood, Illinois
60046. These shares are also included in the number of shares beneficially
owned by Mr. Sam Gorenstein.
(5) James Rubin is the brother of Stephen D. Rubin. The address of James Rubin
is 719 Sycamore Lane, Glencoe, Illinois 60022.
(6) Mr. Rubenstein's address is 200 North LaSalle Street, Suite 2100, Chicago,
Illinois 60601. Includes shares of Common Stock issuable upon exercise of
options to purchase 4,000 shares of Common Stock which are exercisable
within 60 days.
(7) Mr. Horn's address is 835 Potts Avenue, Green Bay, Wisconsin 54303.
Includes shares of Common Stock issuable upon exercise of options to
purchase 4,000 shares of Common Stock which are exercisable within 60 days.
(8) Mr. Jansen's address is 6216 St. Albans Circle, Edina, Minnesota 55439.
Includes shares of Common Stock issuable upon exercise of options to
purchase 4,000 shares of Common Stock and warrants to purchase 3,000 shares
of Common Stock which are exercisable within 60 days.
(9) Mr. Rothstein's address is 875 North Michigan Avenue, Suite 1560, Chicago,
Illinois 60611. Includes shares of Common Stock issuable upon exercise of
options to purchase 4,000 shares of Common Stock and warrants to purchase
222,777 shares of Common Stock which are exercisable within 60 days.
(10) Includes shares of Common Stock issuable upon exercise of options to
purchase 16,000 shares of Common Stock which are exercisable within 60
days.
(11) Includes 477,783 shares of Common Stock beneficially owned by J.B.F. which
are also deemed to be beneficially owned by Mr. Sam Gorenstein, shares of
Common Stock issuable upon exercise of options to purchase 20,000 shares of
Common Stock which are exercisable within 60 days and shares of Common
Stock issuable upon exercise of warrants to buy 225,777 shares of Common
Stock which are exercisable within 60 days.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The By-Laws of the Company currently provide that the Board of Directors
shall consist of at least six (6) directors to be elected at the annual meeting
of stockholders to hold office until the next annual meeting or until their
successors are elected and qualified. The Board of Directors currently has seven
(7) members. The proxies solicited by and on behalf of the Board of Directors
will be voted FOR the election of the seven nominees listed below, unless
authority to do so is withheld as provided in the proxy. All nominees are
currently members of the Company's Board of Directors. The proxies cannot be
voted for a greater number of persons than the number of nominees named. If for
any reason one or more of the nominees should be unable to serve or refuse to
serve as a director (an event which is not anticipated), the persons named as
proxies will vote for another candidate or candidates nominated by the Board of
Directors, and discretionary authority to case such votes is included in the
proxy.
NOMINEES
The Board of Directors has nominated for election the following
individuals, all of whom are currently directors:
STEPHEN D. RUBIN, age 59, has served as a director and President of the
Company since 1982. Mr. Rubin is responsible for the overall operations of the
Company with an emphasis on production, finance and quality control. Previously,
Mr. Rubin was the owner
3
<PAGE> 6
and chief operating officer of several other companies which included food,
manufacturing and industrial companies. Mr. Rubin received a B.B.A. from the
University of Wisconsin and a J.D. from the University of Wisconsin Law School.
CLARK L. FELDMAN, age 64, has served as a director and Executive Vice
President and Secretary of the Company since the Company was acquired in 1982.
Mr. Feldman has an extensive background in strategic financial planning and
marketing and is responsible for all sales personnel, including brokers. Mr.
Feldman received a B.S. from Indiana University.
SAM GORENSTEIN, age 51, has served as a director of the Company since
February, 1990. For the past 20 years, Mr. Gorenstein has served as Secretary of
Three G Care Management, Inc., a nursing home management company. Mr. Gorenstein
is also a major shareholder of Three G Care Management, Inc. Mr. Gorenstein
attended the University of Manitoba in Winnipeg, Canada.
JEFFREY C. RUBENSTEIN, age 57, has been a Director of the Company since
September, 1986. Since 1991, Mr. Rubenstein has been a senior principal in the
law firm of Much Shelist Freed Denenberg Ament & Rubenstein, P.C., an Illinois
professional corporation which is counsel to the Company. Mr. Rubenstein is a
Director of Miller Building Systems, Inc., Home Products International, Inc. and
a number of privately held firms. Mr. Rubenstein received an A.B. from the
University of Michigan, a J.D. from the University of Michigan Law School, and
an L.L.M. from the John Marshall Law School.
NEAL JANSEN, age 61, has served as a director of the Company since April,
1983. Mr. Jansen is currently CEO and Chairman of Farm Fresh Catfish Co. From
1990 to 1996, he served as President and CEO of Pies, Inc. and was a major
shareholder until it was sold to Flowers Industries in 1991. Prior to 1986 he
was President of Gordon Fleming and Associates, a food brokerage company in
Minnesota, and a Senior Vice President of Red Owl Stores, Inc., a large
Midwestern supermarket chain. Mr. Jansen received a B.A. from St. Norbert
College and an M.B.A. from Michigan State University.
MICHAEL HORN, age 62, has served as a director of the Company since April,
1983. For the past seven years, Mr. Horn, as the largest shareholder of Save
More Foods Supermarkets and a significant shareholder of Performance Foods of
Wisconsin, Inc., has acted in a management advisory role to both companies.
Prior to that Mr. Horn was president of the Green Bay Division of Super Valu
Stores, Inc., a national grocery food wholesaler and distributor. Mr. Horn is
also a Vice President and a director on the Executive Committee of the Green Bay
Packer Hall of Fame. Mr. Horn has a B.A. degree in business from the University
of Minnesota at Duluth.
STEVEN A. ROTHSTEIN, age 48, has served as a director of the Company since
May 1, 1997. Mr. Rothstein has been Chairman of the Board of National Securities
Corporation, a securities broker-dealer and a Representative of the
Underwriters, since 1995. He has been Chairman of the Board of Olympic Cascade
Financial Corp. since 1997. From 1994 to 1995, Mr. Rothstein was employed by
H.J. Meyers & Co., a securities broker-dealer, and from 1992 to 1994, he was
employed by Rodman and Renshaw, a securities broker-dealer, in both cases as a
Managing Director. From 1989 to 1992, Mr. Rothstein served as a Managing
Director of Oppenheimer & Co., a securities broker-dealer. From 1979 to 1989,
Mr. Rothstein was a limited partner of Bear Stearns & Co., a securities
broker-dealer. Mr. Rothstein currently is a director of SigmaTron International,
Inc. and Gateway Data Science Corporation, both of which are publicly held
companies. Mr. Rothstein received an A.B. from Brown University in Providence,
Rhode Island.
4
<PAGE> 7
COMMITTEES AND ATTENDANCE
The Board of Directors met 4 times during the year ended December 31, 1998.
Each of the directors other than Sam Gorenstein attended at least 75% of the
meetings of the Board of Directors and of each committee of the Board of
Directors held, of which he was a member, during the last fiscal year. The Audit
Committee, comprised of directors Neal Jansen and Jeffrey C. Rubenstein, met 2
times during this period. The Audit Committee oversees the activities of the
Company's independent auditors. The Compensation Committee, comprised of
directors Sam Gorenstein, Jeffrey C. Rubenstein, Neal Jansen, Steven A.
Rothstein and Michael Horn, met 2 times during this period. The Compensation
Committee reviews and makes recommendations to the Board of Directors with
regard to the salaries, incentive compensation and related benefits of corporate
officers and other employees. The Company does not have a nominating committee.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company are not separately compensated
for serving on the Board of Directors. Non-employee directors are paid a fee of
$1,000 for each Board of Directors meeting, and $500 for each committee meeting
which takes place on a date other than a Board of Directors meeting. During
1998, each non-employee director was granted an option to purchase 2,000 shares
of Common Stock at an exercise price of $1.25 per share, the Fair Market Value
(as defined in the 1996 Stock Option Plan for Non-employee Directors) on the
date of grant.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR" THE
ELECTION OF THE NOMINEES SET FORTH HEREIN.
PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected BDO Seidman, LLP as independent
certified public accountants for the Company for 1999. BDO Seidman, LLP has been
engaged as the Company's independent auditors since January, 1995. The
ratification of the selection of independent certified public accountants is to
be voted upon at the Meeting, and it is intended that the persons named in the
accompanying Proxy will vote for BDO Seidman, LLP.
If the appointment of BDO Seidman, LLP as independent auditors for 1999 is
not approved by the stockholders, the adverse vote will be considered a
direction to the Board of Directors to consider other auditors for next year.
However, because of the difficulty in making any substitution of auditors so
long after the beginning of the current year, the appointment for the year 1999
will stand unless the Board finds other good reason for making a change.
Representatives of BDO Seidman, LLP are expected to attend the Meeting,
will have an opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR" THE
RATIFICATION OF BDO SEIDMAN, LLP.
5
<PAGE> 8
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the 1934 Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file with the SEC initial reports
of ownership and reports of changes in ownership of common stock and other
equity securities of the Company. Executive officers, directors, and greater
than ten-percent shareholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely upon the Company's review of the copies of such reports
furnished to the Company or written representations that no other reports were
required, the Company believes that during the 1998 fiscal year, all Section
16(a) filing requirements applicable to its executive officers, directors and
greater than ten-percent beneficial owners were complied with, except that Neal
Jansen inadvertently failed to timely file a Form 4 with respect to 10,000
shares of common stock purchased in December 1998.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation awarded to the chief
executive officer and each other executive officer of the Company where
aggregate compensation for services in all capacities rendered during the year
ended December 31, 1998 exceeded $100,000 (the "NAMED EXECUTIVE OFFICERS"). Mr.
Rubin became President of the Company in March, 1982. Mr. Feldman become
Executive Vice President and Secretary of the Company in March, 1982. Mr.
Dembsky became Treasurer of the Company in October, 1996. The compensation paid
to Mr. Dembsky in 1996 is not required to be disclosed in this table.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------------
OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
--------------------------- ---- ------ ----- ---------------
<S> <C> <C> <C> <C>
Stephen D. Rubin................................ 1998 $197,071 -- $24,475
President and Director 1997 $212,070 $15,000 $25,712
1996 $212,934 $15,000 $29,447
Clark L. Feldman................................ 1998 $197,070 -- $21,554
Executive Vice President, 1997 $213,172 $15,000 --
Secretary and Director 1996 $226,523 $15,000 --
Jay H. Dembsky.................................. 1998 $116,290 $35,000 --
Vice President, Treasurer, 1997 $110,044 $40,000
Chief Financial Officer,
and Assistant Secretary
</TABLE>
- -------------------------
(1) This column reflects perquisite compensation if such compensation exceeds
the lesser of $50,000 or 10% of the Named Executive Officer's total salary
and bonus. For the fiscal year ended December 31, 1996, Mr. Rubin's
perquisites included $8,505 for lease payments for a car $10,922 for payment
of club dues and $7,644 for health insurance payments for Mr. Rubin's family
members which were paid by the Company. For the fiscal year ended December
31, 1997, no one perquisite compensation item represented more than 25% of
"Other Annual Compensation" for Mr. Rubin. For the fiscal year ended
December 31, 1998, Mr. Rubin's perquisites included $6,499 for automobile
expenses and $12,023 for non-accountable expenses. For the fiscal year ended
December 31, 1998, Mr. Feldman's perquisites included $6,128 for automobile
expenses and $11,220 for club expenses.
6
<PAGE> 9
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table provides information on option exercises in fiscal 1998
by the Named Executive Officers and the value of such officers' unexercised
options at December 31, 1998.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN THE
OPTIONS AT MONEY OPTION AT
SHARES DECEMBER 31, 1998 DECEMBER 31, 1998 ($)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jay H. Dembsky........ -- -- 16,000 64,000 -- --
</TABLE>
EMPLOYMENT AGREEMENTS
On January 16, 1997, the Company entered into a three-year employment
agreement with both Mr. Stephen D. Rubin and Mr. Clark L. Feldman (the
"EMPLOYMENT AGREEMENTS"). The terms of the Employment Agreements are identical
except for the capacity in which Mr. Rubin and Mr. Feldman are employed. Under
the Employment Agreements, the Company agrees to employ Mr. Rubin as its
President and Mr. Feldman as its Executive Vice President, each at a salary of
$215,000 per year (adjusted for cost of living increases) plus certain
additional perquisites, not to exceed $30,000 per year, including, among other
things, a car payment allowance, reimbursement of country club or health club
membership dues and expenses, the right to designate a charitable contribution
to be paid by the Company and a non-accountable business expense allowance. The
Employment Agreements also provide that Mr. Rubin and Mr. Feldman may receive an
annual bonus based on Company and individual performance as determined by the
Board of Directors and the Compensation Committee and a special bonus for any
consulting work developed by Mr. Rubin or Mr. Feldman as determined by the Board
of Directors. The Employment Agreements provide for termination of Mr. Rubin or
Mr. Feldman (i) for "cause" as defined in the Employment Agreements, (ii) upon
Mr. Rubin's or Mr. Feldman's death or "total disability," as defined in the
Employment Agreements, or (iii) if Mr. Rubin or Mr. Feldman terminates his
employment because of a breach of the Employment Agreements by the Company. The
Employment Agreements contain provisions that restrict Mr. Rubin's and Mr.
Feldman's ability to compete with the Company or solicit its employees or
customers for a specified period following the termination of their employment.
On January 16, 1997, the Company and Mr. Jay H. Dembsky, in connection with
his employment as the Company's Chief Financial Officer, entered into a two-year
employment agreement containing provisions which are substantially similar to
the provisions of the Employment Agreements of Mr. Rubin and Mr. Feldman except
that Mr. Dembsky: (i) receives a salary of $110,000 per year (adjusted for cost
of living expenses) with a guaranteed bonus of $20,000 in 1997; (ii) received
options to purchase 80,000 shares of Common Stock at the initial public offering
price per share less the underwriting discount and pro rata portion of the
non-accountable expense allowance per share of the shares of Common Stock issued
in the 1997 offering by the Company which were to vest in 20% increments over a
5-year period but such options were canceled and replaced in November, 1997 by a
grant of options to purchase the same number of shares of Common Stock at $3.50
per share and the new options will vest over a new 5-year period; and (iii) will
receive a payment in an amount equal to twice his salary and bonus for the
previous fiscal year in the event of change in control of the Company.
7
<PAGE> 10
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to the initial purchase of the Company from Dean Foods in 1982,
the Company borrowed money at an interest rate of 10% per annum from certain
officers, directors and Company shareholders, evidenced by ten-year unsecured
promissory notes entered into in March, 1982 (the "Original Notes") in the
following original principal amounts: (i) Stephen D. Rubin -- $98,591; (ii)
Clark L. Feldman -- $49,483; (iii) Sam Gorenstein -- $20,894; (iv) David
Gorenstein -- $20,894; (v) James Rubin -- $24,741; (vi) Edward Levine -- $9,897;
and (vii) Sachnoff Weaver & Rubenstein, Ltd. -- $11,842. The principal amounts
of all Original Notes remain outstanding except for the Original Note to
Sachnoff Weaver & Rubenstein, Ltd. which has been repaid. The scheduled maturity
of the Original Notes was extended for five years to February, 1997 by a
resolution of the Board of Directors in February, 1992 and was extended an
additional three years to February, 2000 by a resolution of the Board of
Directors in September, 1996. The principal amounts of the Original Notes remain
outstanding except for the following amounts which were partially repaid: (i)
Clark L. Feldman -- $7,104; (ii) Sam Gorenstein -- $11,038; (iii) David
Gorenstein -- $11,038; and (iv) Edward LeVine -- $5,225. The Company borrowed
additional amounts at an interest rate of 8% per annum, evidenced by promissory
notes dated February 1, 1993 (the "1993 Notes") in the following original
principal amounts: (i) Stephen D. Rubin -- $52,500; (ii) Clark L.
Feldman -- $26,250; (iii) Sam Gorenstein -- $11,037; (iv) David
Gorenstein -- $11,037; (v) Edward Levine -- $5,225; (vi) Jeffrey C.
Rubenstein -- $3,750; (vii) Arnold Pagniucci -- $460; and (viii) Philip
Wong -- $200. The principal amounts of the 1993 Notes remain outstanding except
the 1993 Notes to Mr. Pagniucci and Mr. Wong which have been repaid and the 1993
Note to Mr. Feldman which was partially repaid and has a remaining balance of
$7,104. Interest on the Original Notes and the 1993 Notes is currently being
paid by the Company.
On September 20, 1996, Sam Gorenstein, David Gorenstein, J.B.F. Enterprises
(together, the "Gorensteins"), the Company, Stephen D. Rubin, and Clark L.
Feldman entered into an agreement (the "Gorenstein Agreement") in connection
with the anticipated initial public offering of the Company's common stock. The
Gorenstein Agreement superceded prior agreements that, in part, provided for
limits on executive compensation and for voting of shares for Sam Gorenstein as
a director of the Company. The Gorenstein Agreement provides that four major
shareholders, Stephen D. Rubin, Clark L. Feldman, James Rubin, and Jeffrey C.
Rubenstein, and their families, will vote their shares for the election of Sam
Gorenstein for a period ending on January 16, 2000. The Gorenstein Agreement
also grants "piggyback" registration rights to the Gorensteins.
Mr. Steven A. Rothstein is being nominated as a director as designee of the
underwriters of the Company's initial public offering. The Company has agreed
that, for three years after January 16, 1997, it will use its best efforts to
cause one individual designated by such underwriters, if any, to be elected to
the Company's Board of Directors.
Mr. Jeffrey C. Rubenstein, a director of the Company, is a senior principal
with the law firm of Much Shelist Freed Denenberg Ament & Rubenstein P.C. which
is the Company's general counsel.
Except as described above, the Company is not a party to any other material
transactions of the type required to be described herein.
8
<PAGE> 11
ANNUAL REPORT
A copy of the Company's Annual Report to Stockholders accompanies this
Proxy Statement. The Company's Annual Report on Form 10-KSB, for the year ended
December 31, 1998, as filed with the Securities and Exchange Commission, is
available without charge to any stockholder upon written request to Jay H.
Dembsky, Investor Relations, Vita Food Products, Inc., 2222 West Lake Street,
Chicago, Illinois 60612. Copies of exhibits filed with the Form 10-KSB will be
furnished, if requested, upon payment of the Company's reasonable expenses in
furnishing those materials.
STOCKHOLDER PROPOSALS
Stockholder proposals submitted for evaluation as to inclusion in the proxy
materials for the Company's 2000 annual meeting of stockholders must be received
by the Company not later than December 5, 1999, at the Company's principal
executive offices at 2222 West Lake Street, Chicago, Illinois 60612.
OTHER MATTERS
Management is not aware of any other matters to be presented for action at
the Meeting. If any other matters are properly brought before the Meeting, it is
the intention of the persons named as proxies in the accompanying form of proxy
to vote the shares represented thereby in accordance with their best judgment.
For the Board of Directors,
/s/ STEPHEN D. RUBIN
---------------------
Stephen D. Rubin
Chairman of the Board
Chicago, Illinois
April 2, 1999
9
<PAGE> 12
VITA FOOD PRODUCTS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING TO BE HELD ON MAY 24, 1999
The undersigned hereby constitutes and appoints Stephen D. Rubin and Clark
L. Feldman, and each of them, with full power to act with or without the other
and with full power of substitution, his or her true and lawful agents and
proxies to represent the undersigned at the Annual Meeting of Shareholders of
Vita Food Products, Inc. (the "Company") to be held on May 24, 1999, at 9:00
A.M. and at any adjournments or postponements thereof, to vote all shares of the
undersigned at such meeting as specified herein and, in their best judgment, on
any other business that may properly come before such meeting. The undersigned
acknowledges receipt of the Proxy Statement related to such Meeting.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOX,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR PROPOSAL 2.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE> 13
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
VITA FOOD PRODUCTS, INC.
MAY 24, 1999
- Please Detach and Mail in the Envelope Provided -
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR THE ELECTION OF
ALL NOMINEES AND FOR PROPOSAL 2.
FOR ALL
NOMINEES (except WITHHELD
as marked to the FROM ALL
contrary below NOMINEES
<S> <C> <C> <C> <C> <C> <C> <C>
NOMINEES: FOR AGAINST ABSTAIN
1. ELECTION [ ] [ ] Stephen D. Rubin 2. TO RATIFY THE [ ] [ ] [ ]
OF Clark L. Feldman APPOINTMENT OF BDO
DIRECTORS Sam Gorenstein SEIDMAN, LLP AS THE COMPANY'S
Jeffrey C. Rubenstein INDEPENDENT PUBLIC ACCOUNTANTS
(INSTRUCTION: To withhold authority to vote Neal Jansen FOR THE FISCAL YEAR ENDING
for any nominee, write such nominee's name(s) Michael Horn DECEMBER 31, 1999.
below.) Steven A. Rothstein
"NOTE" SUCH OTHER BUSINESS AS MAY PROPERLY COME
- --------------------------------------------- BEFORE THE MEETING OR ANY ADJOURMENT THEREOF.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY
CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature: Date: Signature: Date:
------------------------------- --------------- -------------------------------- ------------------
NOTE: Please sign exactly as your name appears hereon. When signing as attorney, administrator, executor, guardian or trustee,
please give your full title as such. If a corporation, please sign by president or other authorized officer and indicate title.
If shares are registered in the names of joint tenants or trustees, each tenant or trustee is required to sign.
</TABLE>
